General Purchasing Terms and Conditions

of Pantera Communications LLC

1. Offer and Acceptance
The terms in this contract are the sole terms governing Pantera’s Purchase of Products from Seller. Pantera’s acceptance of Seller’s offer is expressly limited to these terms. Pantera hereby objects to and rejects any additional or different terms proposed by Seller, including those contained in Seller’s Order Confirmation, unless Pantera expressly agrees to such terms in writing.

2. Prices and Delivery
Seller is required to accept or else notify Pantera of non-acceptance of the Purchase Order within two (2) business days after receiving the Purchase Order. Pantera solely agrees to pay the price as stated on the Purchase Order. The price is binding and Pantera will not be held responsible for deviations from the purchase price as expressed on the Purchase Order unless both parties agree to a price change in writing. The products on the Purchase Order are assumed to be free of any tax. Seller is responsible of informing Pantera of any surcharges including but not limited to taxation at the time the order is placed. Prices are in U.S. Dollars and Payment will be made in U.S. Dollars.

3. Payment
Seller is responsible for producing an Invoice that references Pantera’s Purchase Order number. Payments will be made within the time frame listed on the Purchase Order. Pantera reserves the right to withhold payment to Seller within its legal rights.

4. Delivery, withdrawal
The designated delivery date stated on the Purchase Order is binding. The Seller is responsible for notifying Pantera in writing as soon as Seller is aware of any circumstances that will prevent Seller from delivery within the designated time frame. In the event of delay in delivery for five working days or more Pantera shall be entitled to withdraw from the contract immediately by giving a note in written (sufficient via telefax) in case of having informed the Supplier about the importance of the delivery time (sufficient in the order) before concluding the contract. For the rest statutory claims shall remain unaffected. In particular Pantera shall be entitled to claim damages in lieu of performance. In the event that Pantera make a claim for damages, the Seller shall be entitled to prove to Pantera that he is not responsible.

5. Shipping
Seller agrees to reference Pantera’s Order Number on all shipping documents. Shipping materials should be neutral, not containing labels or stickers. Equipment must be properly and individually packaged. Modules and parts must be packed in anti-static bags. Shipping terms are to be communicated at the time of offer and Pantera solely agrees to the shipping terms as stated on the Purchase Order. Failure to follow Pantera’s shipping instructions, if not sold as door to door shipment, will result in Seller’s full responsibility for all shipping costs incurred.

6. Inspection of Products
Pantera reserves the right to inspect products upon receiving. Equipment must be free of dust and debris and in original packaging. If the result of the inspection is unsatisfactory at the discretion of Pantera, Pantera may notify and return the product(s) to the Seller in exchange for a full refund or a replacement, if available and at the sole discretion of Pantera. Seller will be held financially responsible for return and replacement shipments as well as any financial damages resulting from failure to comply with Pantera’s inspection standards.

7. Return Policy
Pantera may return the products purchased from the seller, for any reason, within 90 days of delivery for a full refund.

8. Warranty
Seller warrants that its products shall be free from all defects in materials and workmanship and shall perform in accordance with, and shall meet its specifications for 90 days from the date of delivery.

9. Condition and Authenticity of Products
Pantera will not accept, tolerate, or pay for stolen or counterfeit products and will report such incidents to the appropriate authorities immediately. Products sold in new condition must be in its original manufacturer box, unopened, and free from any service contracts. Refurbished products must be tested and in working condition.

10. Privacy
This Purchase Agreement is made between Pantera and the Seller as named on the Purchase Order. Seller may not share any information regarding this Purchase Order with Third Parties and will keep all details of this transaction confidential.

11. Governing Law, Venue and Jury Trial Waiver
This contract is governed by and interpreted in accordance with the laws of the State of Florida, without reference to conflict-of-laws principles. If for any reason a court of competent jurisdiction finds any provision of this contract to be unenforceable, that provision will be enforced to the maximum extent possible to effectuate the intent of the parties and the remainder of this contract will continue in full force and effect. Seller agrees that jurisdiction for any dispute arising out of or relating to this contract lies within courts located in the State of Florida and consents to venue in Sarasota County, Florida. Notwithstanding the foregoing, any judgement may be enforced in any United States or foreign court and Pantera may seek injunctive relief in any United States or foreign court. Seller waives any right to a trial by jury in any action, proceeding, claim, or counterclaim, at law or in equity, related to this agreement.

12. Miscellaneous
This contract constitutes the entire agreement between the parties relating to the sale of Products and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. No addition to or modification or waiver of any provision of this contract will be binding upon Pantera unless made in writing and signed by a duly authorized Pantera representative. No course of dealing or trade usage or course of performance will be relevant to explain or supplement any term in this contract. These terms will prevail notwithstanding any different, conflicting, or additional terms that may appear on any order confirmation or other writing not expressly incorporated herein, including, but not limited to, data sheets, application notes, purchase order acknowledgements, and on line communications. The section headings contained in this contract are for reference purposes only and will not affect in anyway the meaning or interpretation of this contract.

13. Attorney Fee Clause
In any litigation to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to an award of attorney fees and appellate fees.